0001193125-09-167410 Sample Contracts

FORM OF WARRANT AGREEMENT ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of August 1, 2007
Warrant Agreement • August 6th, 2009 • Great American Group, Inc. • Services-business services, nec • New York

WARRANT AGREEMENT dated as of [ ], 2007, between Alternative Asset Management Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”).

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EMPLOYMENT AGREEMENT
Employment Agreement • August 6th, 2009 • Great American Group, Inc. • Services-business services, nec • California

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into this 31st day of July, 2009 between Great American Group, Inc. (“Employer”) and Andrew Gumaer (“Executive”).

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GREAT AMERICAN GROUP, INC. INDEMNITY AGREEMENT
Indemnity Agreement • August 6th, 2009 • Great American Group, Inc. • Services-business services, nec • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into this 31st day of July, 2009 by and between GREAT AMERICAN GROUP, INC., a Delaware corporation (the “Company”), and [name] (“Agent”).

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Alternative Asset Management Acquisition Corp.
Great American Group, Inc. • August 6th, 2009 • Services-business services, nec
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ESCROW AGREEMENT
Escrow Agreement • August 6th, 2009 • Great American Group, Inc. • Services-business services, nec • Delaware

ESCROW AGREEMENT, dated as of July 31, 2009 (the “Agreement”) by and among Alternative Asset Management Acquisition Corp., a Delaware corporation (“Parent”), Great American Group, Inc., a Delaware Corporation (the “Company”), Andrew Gumaer (the “Member Representative”), as the representative of the members of Great American (the “GA Members”) and the phantom stock holders of Great American (the “Phantom Holders” and together with the GA Members, the “GA Recipients”) listed on Exhibit A hereto, and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Definitive Agreement.

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AMENDMENT NO. 1 TO THE WARRANT AGREEMENT
The Warrant Agreement • August 6th, 2009 • Great American Group, Inc. • Services-business services, nec • New York

This Amendment, dated as of July 31, 2009 (the “Amendment”), to the Warrant Agreement, dated as of August 1, 2007 (“Warrant Agreement”), by and between Alternative Asset Management Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 6th, 2009 • Great American Group, Inc. • Services-business services, nec • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 31st day of July, 2009, by and among Great American Group, Inc., a Delaware corporation (the “Company”) and the undersigned parties listed under Stockholders on the signature page hereto (each, a “Stockholder” or “holder” and collectively, the “Stockholders” or “holders”).

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Lock-Up Agreement July 31, 2009
Lock-Up Agreement • August 6th, 2009 • Great American Group, Inc. • Services-business services, nec • Delaware
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